Document

0001037646-17-000017.txt : 20170705 0001037646-17-000017.hdr.sgml : 20170705 20170705100938 ACCESSION NUMBER: 0001037646-17-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170705 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170705 DATE AS OF CHANGE: 20170705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC/ CENTRAL INDEX KEY: 0001037646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133668641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13595 FILM NUMBER: 17946353 BUSINESS ADDRESS: STREET 1: 1900 POLARIS PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43240 BUSINESS PHONE: 6144384511 MAIL ADDRESS: STREET 1: 1900 POLARIS PARKWAY CITY: COLUMBUS STATE: OH ZIP: 43240 FORMER COMPANY: FORMER CONFORMED NAME: METTLER TOLEDO INTERNATIONAL INC DATE OF NAME CHANGE: 19971117 FORMER COMPANY: FORMER CONFORMED NAME: MT INVESTORS INC DATE OF NAME CHANGE: 19970411 8-K 1 a8-kdirectorappointment2017.htm 8-K DIRECTOR APPOINTMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):	July 5, 2017

Mettler-Toledo International Inc.

(Exact name of registrant as specified in its charter)



Delaware	File No. 001-13595	13-3668641
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



1900 Polaris Parkway Columbus, OH 43240 and Im Langacher 44 CH-8606 Greifensee, Switzerland
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Ÿ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Ÿ		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Ÿ		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Ÿ		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2017, the Board of Directors of Mettler-Toledo International Inc. (the “Company”) appointed Ms. Elisha Finney as a director of the Company, effective November 1, 2017, and determined Ms. Finney qualifies as an “independent director” for purposes of the New York Stock Exchange listing standards.

Ms. Finney’s compensation for her services as a director will be consistent with that of the Company’s other non-employee directors, as described in the Company’s annual proxy statement filed with the Securities and Exchange Commission on March 15, 2017. There are no arrangements or understandings between Ms. Finney and any other persons pursuant to which Ms. Finney was selected as a director, and there are no transactions in which Ms. Finney has an interest requiring disclosure under Item 404(a) of Regulation S-K. Ms. Finney has been named to the audit committee of the Company’s Board of Directors, effective November 1, 2017.

On July 5, 2017, the Company issued a press release announcing Ms. Finney's appointment. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

Also on July 5, 2017, the Board of Directors resolved to increase its size from nine people to ten people. The Board of Directors will remain at ten people until the next annual meeting of stockholders, at which stockholders will vote to elect nine directors and the size of the Board of Directors will again be fixed at nine people. Francis A. Contino will not seek re-election to the Board of Directors at the next annual meeting of stockholders, in accordance with Company policy that directors not seek election after their 72^nd birthday.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated July 5, 2017, issued by Mettler-Toledo International Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		METTLER-TOLEDO INTERNATIONAL INC.
Dated:	July 5, 2017	By:	/s/ James T. Bellerjeau
			James T. Bellerjeau
			General Counsel

Exhibit Index

Exhibit No. Description


99.1	Press release, dated July 5, 2017, issued by Mettler-Toledo International Inc.

EX-99.1 2 exhibit991directorappointm.htm EXHIBIT 99.1 Exhibit

FOR IMMEDIATE RELEASE

METTLER-TOLEDO INTERNATIONAL INC. ANNOUNCES

ELISHA FINNEY TO JOIN BOARD OF DIRECTORS

COLUMBUS, Ohio - July 5, 2017 -- Mettler-Toledo International Inc. (NYSE:MTD) announced today that Elisha Finney has been appointed to its Board of Directors and Audit Committee effective November 1, 2017. It is anticipated that Ms. Finney will succeed Francis A. Contino as the Chair of the Audit Committee upon his retirement in May 2018.

Ms. Finney served as the Chief Financial Officer ("CFO") of Varian Medical Systems Inc. ("Varian") from 1999 through June 2017. She joined Varian in 1988 and served in a variety of finance roles prior to her appointment as CFO. Ms. Finney is a member of the board of directors of ICU Medical, Inc., iRobot Corporation, and NanoString Technologies, Inc.

Robert F. Spoerry, Chairman of the Board, stated, “Elisha is an accomplished finance professional, who has almost 20 years' experience as the CFO of a public company. Under her financial leadership, Varian achieved a sustained, decades-long record of growth in revenues and profitability. She is a proven business leader, who also has extensive governance experience serving as a board member. We look forward to her contributions to our Board.”

METTLER TOLEDO (NYSE: MTD) is a leading global supplier of precision instruments and services. We have strong leadership positions in all of our businesses and believe we hold global number-one market positions in most of them. We are recognized as an innovation leader and our solutions are critical in key R&D, quality control, and manufacturing processes for customers in a wide range of industries including life sciences, food, and chemicals. Our sales and service network is one of the most extensive in the industry. Our products are sold in more than 140 countries and we have a direct presence in approximately 40 countries. With proven growth strategies and a focus on execution, we have achieved a long-term track record of strong financial performance. For more information, please visit www.mt.com.